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BYLAWS
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ARTICLE I - NAME & LOCATION
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Section 1. Name
The name of the Association shall be the Outdoor Power Equipment Aftermarket Association, Inc., a non-profit Association incorporated in the District of Columbia.
Section 2. Location
The administrative offices of the Association shall be in such place as the Board of Directors may designate from time to time. The initial administrative offices shall be located in the District of Columbia.
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ARTICLE II - TERMS & DEFINITIONS
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Whenever used in these Bylaws:
"Association" shall mean the Outdoor Power Equipment Aftermarket Association.
"Aftermarket" shall mean any replacement part and/or accessory manufactured for replacement.
"Manufacturer" shall mean an entity that is involved in the process of making outdoor power equipment aftermarket replacement parts by hand or by machinery.
"Distributor" shall mean one that markets and/or wholesales outdoor power equipment aftermarket replacement parts and/or accessories.
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The purposes for which the Association is organized are:
A. To promote the quality of replacement parts as an equivalent and economical means for the maintenance and repair of outdoor power equipment.
B. To advance the goal and objectives of the outdoor power equipment aftermarket industry.
C. To promote the professionalism and a high level of ethical conduct of individuals engaged in the aftermarket segment of the outdoor power equipment industry.
D. To provide educational programs and services for the development of industry members.
E. To establish and maintain contacts and relationships with other segments of the outdoor power equipment industry.
F. To promote a better understanding among outdoor power equipment dealers and retailers of the capability of aftermarket manufacturers, distributors and importers to provide products and services necessary to meet the needs of their customers.
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Section 1. Classes of Membership
There shall be two (2) classes of membership: Corporate members and Affiliate members. Individuals from any class of membership may serve on committees, vote in committees, and otherwise perform duties in accordance with procedures established by the Board of Directors or these Bylaws.
Section 2. Corporate Member
Corporate membership in the Association shall be open to any business entity actively engaged in the manufacture, import, distribution (or any combination thereof) of aftermarket replacement parts for outdoor power equipment. Each Corporate member is entitled to have one vote to be cast through its voting representative. Each voting representative shall enjoy the full rights and privileges of the Association, including the right to hold office and chair committees. The name of the voting representative shall be designated at the time the application for corporate membership is filed with the national office.
Section 3. Affiliate Member
Affiliate membership in the Association shall be open to any business entity or individual desirous of furthering the purposes and objectives of the Association, but which may not qualify for membership in the above category. Affiliate members shall not be eligible to vote, hold an elective office, or serve on committees, but shall otherwise enjoy all other rights and privileges of the Association.
Section 4. Application for Membership
Any business entity or individual eligible for membership, as defined in Article IV, Sections 2 & 3, may make written application to the administrative headquarters of the Association for membership. All such applications shall be reviewed, and accepted or rejected, pursuant to procedures that may be adopted by the Board of Directors.
Section 5. Voluntary Resignation of Membership
A member may resign at any time. Such resignation shall be in writing, addressed to the Executive Vice President of the Association, and delivered to the administrative headquarters of the Association. Resignation of membership shall be come effective at the time of receipt or at a later time, if so designated in the letter of resignation. Such resignation shall not relieve the resigning member of its obligations for the payment of dues, assessments, or other charges accrued or unpaid on the date resignation becomes effective.
Section 6. Termination of Membership
Members in any membership classification may have their membership terminated for cause by a two-thirds (2/3) vote of the Board of Directors present at any meeting. for any cause other than nonpayment of dues, the vote for removal shall occur only after the member has been advised of the pending Board action and has been given a reasonable opportunity for defense; and such member, if removed, may appeal the decision of the Board at the next annual business meeting of the Association, provided notice of the appeal has been given to the President and the Executive Vice President, at least ten (10) days in advance of the meeting.
Section 7. Grounds for Termination of Membership For Cause
Grounds for termination for cause shall include:
A. Willful or repeated conduct in violation of the antitrust laws of the United States and/or willful or repeated conduct in violation of federal or state laws and regulations prohibiting businesses from engaging in anti-competitive, unfair or deceptive acts or practices.
B. Failure to abide by and adhere to the Code of Ethics of the Association.
C. Any other conduct by a member, or a member's officers or employees which reflects adversely on the reputation and good will of the Association.
Section 8. Rights Upon Cessation of Membership
Upon cessation of membership, no former member shall be entitled to any interest in the assets of the Association and to any claim against the Association or its remaining members, relative to matters involving the Association.
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ARTICLE V - DUES & FISCAL YEAR
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Section 1. Dues Period
Corporate and Affiliate membership in the Association shall be for a twelve (12) month period commencing with the date of acceptance of a properly completed application. Dues for all classes of members shall be established by the Board of Directors and shall be effective immediately upon their adoption.
Section 2. Calendar Year
The calendar year of the Association shall be from January 1 through December 31. An audit of the books and records of the Association may be made at least every three (3) years by a certified public accountant, and a copy of the audit shall be available in the national office for inspection by any member.
Section 3. Dues Delinquencies
Dues for members shall be due and payable within thirty (30) days of billing. If a member is in arrears for more than ninety (90) days, as to the payment of their dues, that member's rights in the Association shall cease without further notice. Delinquent members, who subsequently pay their dues may be reinstated at the discretion of the Membership Committee.
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ARTICLE VI - MEMBERSHIP MEETINGS & VOTING
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Section 1. Annual Meeting
There shall be an annual meeting of the Association and its members at such place and on such dates as may be determined by the Board of Directors for transaction of such business as may be properly brought before the meeting. Notice of the annual meeting shall be mailed to the last reported address of each active member at least sixty (60) days prior to the date of the meeting. The annual meeting shall be open to all classes of membership.
Section 2. Special Meetings
Special meetings of the membership may be called by the Board of Directors at any time and must be called by the President upon written request of twenty percent (20%) of all Corporate members. The business to be transacted at such special meetings shall be stated in a special notice and no other business may be conducted at that time.
Section 3. Voting of the Membership
Each Corporate Member shall appoint and certify to the Executive Vice President of the Association one (1) person to be its representative to the Association. This representative shall represent, vote and act for the Corporate Member in all affairs of the Association. Each Corporate Member shall also designate an alternative representative. The appointment of any representative or alternate may be revoked by the Corporate Member at any time by notifying the Executive Vice President in writing. Each Corporate Member shall have one (1) vote. There shall be no cumulative voting.
Section 4. Voting by Mail
Whenever the Board of Directors or Executive Committee considers that a question has arisen which should be put to a vote of the active membership and that it is unnecessary or inexpedient to call a special meeting, the Executive Committee or Board of Directors may submit the matter to the active membership in writing, by mail for a vote and decision. The issue shall be determined according to the votes of a majority of the total votes cast. Any vote taken under the provisions of this Section shall have the same effect as though taken at a meeting of the Association.
Section 5. Quorum
A majority of those members present at any membership meeting shall be considered a quorum for the purpose of transacting business. The order of business may be altered or suspended at any annual business meeting by a simple majority vote. Parliamentary procedures, as set for in Robert's Rules of Order, shall govern all deliberations.
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ARTICLE VII - BOARD OF DIRECTORS
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Section 1. Authority & Responsibility
The governing body of the Association shall be its Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of the Association, its committees, and publications. It shall determine the general policies of the Association, actively promote the Association's objectives, and shall supervise the disbursement of its funds. The Board may adopt rules and regulations for the conduct of its business.
Section 2. Board Composition
The Board of Directors shall be composed of seven (7) elected directors, four (4) elected officers, a President, a Vice President, a Treasurer, a Secretary, and two (2) ex-officio members. The ex-officio members shall be the Immediate Past President and the Executive Vice President. The Immediate Past President shall succeed to that office upon the elevation of his/her successor without election. The Executive Vice President shall be a non-voting officer/director member of the Board of Directors. It is intended that four (4) directors shall be elected by the membership for two (2) years in even-numbered years, and the other three (3) directors shall be elected for two-year terms in odd-numbered years. The elected officers shall be elected annually for one-year terms. Beginning in 1990, no elected officer shall be re-elected to the same position. Each newly-elected officer and director shall take office at the conclusion of the annual meeting and serve for their specified term or until their successors are elected.
Section 3. Meetings
The Board of Directors shall hold at least two (2) regular meetings each year, one of which shall be held in conjunction with the annual meeting of the Association. The time and place of the meetings shall be designated by the President. Meetings of the Board will be called by the President at such times and place as he/she may designate and shall be called upon demand of the majority of the Directors, at such time and place as such Directors designate. Notice of all meetings of the Board of Directors shall be sent by mail to each Director at least ten (10) days in advance of such meeting.
Section 4. Quorum
A majority of the Directors shall constitute a quorum at any meeting of the Board of Directors.
Section 5. Vacancies
Vacancies on the Board shall be filled by nomination by the President and confirmed by the Board of Directors, to complete the term of the office of the vacancy. Any individual, if appointed to fill less than one-third (1/3) of a two (2) year term of office, may be re-elected for two (2) full terms after his/her initial election.
Section 6. Absences
Any member of the Board of Directors who is unable to attend a meeting shall, in a letter addressed to the Executive Vice President, state his/her reasons for absence. If a Director is absent from two (2) meetings in any one (1) fiscal year, for reasons, which the Board shall determine to be insufficient, his/her resignation shall be deemed to be rendered and accepted, and he/she shall be so notified.
Section 7. Meeting by Telephone
Members of the Board of Directors or any committee of the Board may participate in any meeting of the Board or committee by conference telephone or similar communication equipment by which all persons participating in such telephone call meeting can hear each other. Participation in such meeting pursuant to this Section shall constitute presence in person at such meeting.
Section 8. Consent in Lieu of Meeting
Any action required or permitted to be taken at any meeting of the Board of Directors or any meeting of a committee of the Board may be taken without a meeting, without prior notice and without a vote of the Board of Directors or any committee thereof, as the case may be, if a majority of the membership thereof consents thereto in writing and such writings are filed with the minutes in the Association's national office.
Section 9. Resignation
Any Director may resign, at any time, by giving written notice to the President and the Executive Vice President.. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof, as determined by the Board of Directors.
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Section 1. Officers
The elected officers of the Association shall be elected by the membership. The elected officers shall be those of a President, a Vice President, a Secretary, and a Treasurer. Other officers shall be the Immediate Past President and the Executive Vice President. All elected officers shall serve for one (1) year terms as officers of the Association. No officers, except in a case of a person appointed to fill a vacancy, shall be eligible for re-election to the same position after 1988.
Section 2. Duties & Responsibilities of the Officers
A. President
The President shall be Chief Elected Officer of the Association, and shall serve as Chairman of the Board of Directors and the Executive committee. The President shall also serve as an ex-officio member on all committees, except the Nominating Committee, and shall recommend all required appointments to standing and special committees. At the annual business meeting of the Association and at such other times as deemed proper, the President shall communicate to the Members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association. The President shall perform such duties as are necessarily incident to that office, or as may be prescribed by the Board of Directors.
B. Vice President
It is intended that the Vice President succeed to the Presidency. The Vice President shall perform such duties as are delegated or assigned by the President or the Board of Directors and shall perform the duties of the President in the event that individual is unable to act.
C. Secretary
The Secretary shall have the usual duties of corporate Secretary and may appoint an Assistant Secretary from the staff to carry out routine duties. All routine duties of the Secretary may be delegated in whole or in part to the Executive Vice President.
D. Treasurer
The Treasurer shall familiarize himself/herself with the financial policies, investment policies, and accounting procedures of the Association. The Treasurer shall consult with the Executive Vice President and independent auditors, when retained, on such matters as he/she deems desirable in order to make a full and complete report at such times as the Board of Directors may desire.
E. Executive Vice President
The Executive Vice President shall be the chief Executive Officer of the Association, appointed by and responsible to the Board of Directors. The Executive Vice President shall serve under such terms and conditions of employment as shall be contractually specified in writing. The Executive Vice President shall be an ex-officio, non-voting member of the Board of directors, and member of the Executive Committee. He/she shall coordinate the activities of the Association, act as spokesperson for the Association on related matters, and perform any other services that may be assigned to him/her by the Board of Directors. The Executive Vice President shall employ and may terminate the employment of the staff, as necessary to carry out the work of the Association. The Executive Vice President shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Association.
Section 3. Vacancies of the Elected Officers
The next succeeding officer shall fill a vacancy in the office of President, Vice President, or Secretary. The President shall recommend an individual to the Board of Directors for approval to serve as acting Treasurer, until the next annual election of the officers.
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Section 1. Establishment of Committees
The Board of Directors shall have the power to create select committees and/or task forces of the Association; to define, limit or enlarge the functions of any such committee consistent with these Bylaws. The President shall appoint and remove committee chairpersons and members and fix the terms of such appointments, which terms shall not exceed the term of the President. The Board of Directors may refer or assign any matter to any committee, make rules with respect to their government not inconsistent with th4these bylaws and discharge or terminate any such committee. Each committee shall formulate its own internal rules, regulations and policies subject to the approval of the Board. Any regulations or policies that affect the rights of membership shall be subject to confirmation by the Board of Directors before becoming effective.
Section 2. Executive Committee
The Executive Committee may act in place of/or instead of the Board of Directors between Board meetings, on all matters except those specifically reserved to the Board by the Board. Actions of the Executive Committee shall be reported to the Board by mail or at the next Board of Directors meeting. The Executive committee shall consist of the four elected officers, the Immediate Past President and the Executive Vice President.
Section 3. Nominating Committee
The Nominating Committee shall consist of at least three (3) members appointed by the President not later than ninety (90) days prior to the annual meeting. Not less than sixty (60) days prior to the annual meeting, the Nominating Committee shall nominate sufficient members to fill the positions for directorships whose terms expire that year, and shall nominate members to fill all elected-officer positions. All nominees shall then be consulted to determine their willingness to undertake the duties of the position to which the Committee shall nominate them. The Executive Vice President shall, at least thirty (30) days prior to the annual meeting, cause the Nominating Committee's report to be mailed to all members. No more than two (2) members of the Board of Directors may be appointed to serve on this committee.
Section 4. Finance Committee
The Finance Committee shall be chaired by the Treasurer. Its membership shall consist of the Executive Vice President, the Immediate Past Treasurer, and at least one (1) member appointed by the President. They shall annually, and as otherwise requested, prepare and submit recommendations for approval by the Board of Directors for the orderly receipt and expenditure of the Association's funds. The Committee shall also, from time to time, review dues, contributions, and assessments, to assure that the Association meets its financial obligations.
Section 5. Ethics Committee
The Ethics Committee shall be responsible for receiving and investigating complaints against members; reviewing and revising (subject to the approval of the Board of Directors) the Association's Code of Ethics; and performing such other duties as may be assigned to it by the President or Board of Directors.
Section 6. Membership Committee
The Membership Committee shall be responsible for identifying potential members. It shall actively promote the Association's objectives, and shall work closely with the Board of Directors and Executive Vice President in developing policies and promotion campaigns which will encourage and sustain membership in the Association. It shall also provide guidance and recommend member services which from time to time may be provided to Association members.
Section 7. Annual Meeting Committee
the Annual Meeting Committee shall be responsible for the design and promotion of the program for each annual meeting of the Association.
Section 8. Committee Quorum
A. Executive Committee
Three f the five members of the Executive committee shall constitute a quorum in any duly-called meeting of the Committee. The Pr4President shall call such meetings of the Executive committee at any time he/she feels the business of the Association my require such a meeting, or a meeting may be called by the Executive Vice President upon the request of three (3) members of the Executive Committee.
B. General Committee Quorum
A majority of those committee members present at any duly-called meeting of a committee, other than the Executive Committee, shall constitute a quorum for purposes of conducting business of that committee.
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The Board of Directors shall provide a suitable seal containing the name of the Association and the place and year of incorporation, which shall be in the custody of the Secretary or his/her designee.
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In the event of the dissolution or final liquidation of the Association, the board of Directors shall, after making provisions for the payment of all liabilities of the Association, dispose of all the assets of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
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ARTICLE XII - CONTRACTS, CHECKS, DEPOSITS, & FUNDS
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Section 1. Contracts
The Executive Vice President is authorized to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. In addition, the Board of Directors may by resolution grant similar authority to any officer or agent of the Association as it sees fit. Other than the general authority extended to the Executive Vice President, authority extended to other officers or agents may be general or confined to specific instances.
Section 2. Checks, Drafts
All checks, drafts, or orders for payment of money, or notice of other evidence of indebtedness incurred in the name of the Association shall be signed by the Executive Vice President of the Association. The Treasurer shall likewise have authority to sign all checks, drafts, and notes of indebtedness, whether signed by the Executive Vice President, the Treasurer, or any other duly authorized officer or agent of the Association,shall be accompanied by a resolution passed by the Board of Directors authorizing such indebtedness. All funds of the Association shall be deposited from time to time to the credit of the Association's financial institution or other entities as the Board of Directors may select.
Section 3. Non Profit Character
The Association does not afford any pecuniary gain incidentally or otherwise, to its members. There shall be no personal liability of members for corporate obligations.
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ARTICLE XIII - INDEMNIFICATION
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The Association shall indemnify, to the extent permitted by the laws of the District of Columbia, every individual who has been or now is (1) a duly elected or appointed director of the Association; or (2) a duly elected or appointed office of the Association; or (3) an employee of the Association in the performance of his/her specified duties; or (4) a member of any committee of the Association; or (5) any person who has been or now is serving at the Association's request as a representative, director, or officer of another corporation, whether for profit or not for profit. Said individuals shall be indemnified against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suite or proceeding in which he/she is made a party by reason of being or having served in such capacity, as described above, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. such indemnification may be deemed exclusive of any other rights of which such individual may be entitled, under any Bylaw, agreement, vote of the Board of Directors, members or otherwise.
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ARTICLE XIV - AMENDMENTS TO THE BYLAWS & ARTICLES OF INCORPORATION
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Section 1. Amendments by the Membership
These Bylaws may be adopted, altered, amended or repealed by affirmative majority vote of the members of the Association present and voting at any duly-called meeting of the membership, provided that a copy of any proposed amendments be mailed at least thirty (30) days before the date of such meeting.
Section 2. By the Board of Directors
Subject to the rights of the membership to adopt, amend or repeal these bylaws as provided in Article XIV, Section 1, the Board of Directors may amend or repeal any of these Bylaws.
Section 3. Amendments to the Articles of Incorporation
Amendments to the Articles of Incorporation shall be made in the following manner: the Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at any annual or special meeting of members having voting rights, or such vote may be conducted by mail. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at least thirty (30) days prior to voting. The proposed amendment shall be adopted upon receiving a majority vote of the membership. If the vote is conducted by mail, two-thirds (2/3) of the votes received shall be required to adopt the proposed amendment, provided that at least one quarter of the members shall have voted.
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ARTICLE XV - EFFECTIVE DATE OF BYLAWS
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These Bylaws shall become effective in force at the time of their adoption.
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The Outdoor Power Equipment Aftermarket Association
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